Chapter-4

Chapter-4
Registration and Issue of the Securities
17. To Submit an Application for the Registration of Securities : (1) Any
Corporate Body shall, for the purpose of Section 7F of the Act in order
to register the Securities, submit an application to the Board in format of
Schedule-4. Along with the application to be submitted in such a manner
the fee to be paid for the registration of Securities in accordance to
Schedule-5 shall have to be enclosed as well.
(2) The concerned Corporate Body shall enclose the following
Statements and documents along with the application to be submitted
pursuant to sub-section (1).
(a) Memorandum and Article of Association of Corporate
Body.
(b) If the Corporate Body is incorporated under any Act, the
Rules, Bye-laws, and statement made under that Act.
(c) Description of movable and immovable properties.
(d) Types, number and amount of printed value and time limit
of Securities issued or to be issued and if arrangement of
specific right has been made in relation to any Securities,
such matters.
15 (d1) If the Securities to be issued are debentures of bonds, the
reason and rational for such issuance of debentures or
bonds and the decision in respect thereof made by the
Board of Directors of the Corporate Body, and the
statements of major acts to be carried out from the amount
to be raised by such issuance debentures or bonds.
16 (d2) If the Securities to be issued are the certificates of unit
saving scheme and collective saving scheme, statements of
the power of issuing such certificates and the legal status,
trust deeds or deeds of contract, targeted group of such
scheme and policy relating to the investment of such
scheme, system of the distribution of economic profit,
provision relating to the expenditure deduction, provision
relating to purchasing, selling and transfer of the Securities
and other provisions to be made for operating such scheme
and providing investment management service.

15 Inserted by First Amendment.
16 Inserted by First Amendment.
(e) Other terms and conditions and the facilities of the
issuance of Securities.
(f) If the Securities are to be issued in premium and discount,
the reason and rational for issuance.
(g) In case the value among the Securities issued before and to
be issued at present is differed, the reason and rational to
be differed.
(h) In case Securities have issued earlier, types, number
amount of such Securities and statements in relation to the
Transaction carried out within past Three Years.
(i) The arrangement made or to be made relating to issuance
and sales management, and guarantee of the Securities
which are going to be issued.
(j) The arrangement made in relation to the distribution of
profit or bonus.
(k) The arrangement relating to the representation to the
Board of Directors, if the Securities are shares.
(l) If it is audited, the statements of profit and loss of past
Three years and the projected profit and loss account of
coming three years and balance-sheet name and address of
the Auditor.
(m) If the Corporate Body is newly incorporated, the report of
the feasibility study and name and address of the expert
who have prepared such report, and the statement of
projected profit and loss, and balance-sheet of coming
three years.
(n) Name, surname of the promoter shareholders, the number
of shares to be taken by them and mode of payment of the
amount and if the arrangement is made as to be
represented to the Board of Directors from shareholders,
such arrangements.
17 (n1) If a promoter shareholder remained as a promoter having
ownership of ten percent or more shares is a Corporate
Body, registration certificate of such Corporate Body,
Memorandum and Article of Association, statements of
Transaction and statements of audited profit and loss
account of the last year, balance-sheet and the copy of the
decision made by the Board of Directors of such Corporate
Body regarding the incorporation of a new Corporate
Body.
(o) Name and surname of the Board of Directors, Manager
and Chief Officer and their functions, duties, and powers.
(p) Name surname and qualification of the person who have
prepared the Memorandum, Article of Association and
statements.
(q) If any agreements have been made in relation to provide
the management or other services, such matters.
(r) Other necessary matters as prescribed by the Board.
(s) Other financial statements as prescribed by the Board.
18 (3) The statements and documents to be submitted by the Board
of the Corporate Body pursuant to sub-rule (2) shall be submitted having
certified from at least two Directors, the Directors so certifying the

17 Inserted by First Amendment.
18 Inserted by First Amendment.
statements and documents shall be responsible personally as well as
collectively for the acts they have certified.
18. To Register the Securities : (1) In case an application has been
received of any Corporate Body for the registration of Securities
pursuant Rule 17, the Board shall, after conducting necessary inquiry
upon the statements and documents enclosed along with the application,
if deemed appropriate having registered such Securities in the register
book as provided in Schedule-6, mention the name, address, types of
Transaction, statements of capital and other necessary matters of the
concerned Corporate Body in the register book.
(2) While conducting the inquiry upon the statements and
documents received along with the application for the registration of
Securities under Sub-rule (1), the Board may ask the concerned
Corporate Body to submit other statements and documents in addition
deemed necessary by the Board as well.
(3) Until not submitting the additional statements and documents
as demanded by the Board pursuant to Sub-rule 2, the Securities of Such
Corporate Body shall not be registered.
1918A. Consultation may be Made with the Stock Exchange: While
registering the Securities pursuant to Rule 18, the Board may, if it deems
necessary, consult to the Stock Exchange.
19. To Grant the License for Issuing the Securities: (1) After registering
the Securities in the register book pursuant to Rule 18, the Board shall
grant the license to the concerned Corporate Body in format of
Schedule-7 for issuing the Securities.
(2) While granting the license Pursuant to sub-rule (1) for issuing
the Securities, the Board may prescribe the terms and conditions to be

19 Inserted by First Amendment.
followed by the concerned Corporate Body. To follow the terms and
conditions prescribed by the Board shall be the duty of the concerned
Corporate Body.
20 19A. Underwriting to be Made : Where a Corporate Body incorporated
with the objective of carrying out industrial acts has not made the
evaluation of the project for the propose of borrowing debt from any
bank or financial institution shall issue the Securities only after making
the Securities under written 21from the Securities Entrepreneur.
22 19B. Sale of the Securities : (1) The Corporate Body which has obtained
permission to issue the Securities through the Securities pursuant to
Rule 19 shall sell such Securities through 23 Securities Entrepreneur.
(2) While selling the Securities pursuant to sub-rule (1) the
Corporate Body shall have to conclude an agreement 24with the
Securities Entrepreneur which have obtained the membership. The
Corporate Body shall give a notice to the Board enclosing thereto the
copies of agreement so concluded to the effect that it is going to sell the
Securities.
25 19C. Sale of the Securities Taken by the Promoters: The promoter who has
taken more than Five Percent shares of the issued shares of any
Corporate Body shall inform to the Board before selling the shares taken
by them.
20. To Submit Statements: (1) In case the Corporate Body which has listed
its Securities has to make any changes on declared terms and conditions
in issuing the Securities in a state of not holding the first yearly general

20 Inserted by First Amendment.
21 Amended by Second Amendment.
22 Inserted by First Amendment.
23 Amended by Second Amendment.
24 Amended by Second Amendment.
25 Inserted by First Amendment.
assembly, and fiscal and financial structure, such matters and the
decision made in the first yearly general assembly shall have to submit
to the Board within Thirty Five days of such holding. After having
received the information of such changes on terms and conditions or
fiscal and financial structure, the Board shall publish such matter in any
main news paper of national standard for the information of the
investors.
(2) The Board may demand the Corporate Body which has listed
its Securities any statements, data or notice related with such transaction
and to provide such statements data or notice to the Board shall be the
duty of the concerned Corporate Body.
21. The statements and Documents Remained in the Board to be Shown
: Any statements, data or notice relating to the Securities remained in the
Board may be viewed after having paid the fee as determined by the
Board, if the investors so desires.